This press release, required by applicable Canadian laws, is not for distribution to U.S. newswire services or for dissemination in the United States

Golden Dawn Grants GGX Gold Corp. Exclusive Due Diligence On Kettle River Claims

VANCOUVER, Canada, May 7, 2019, Golden Dawn Minerals Inc., (TSXV: GOM | OTC: GDMRF | FRANKFURT: 3G8B), (“Golden Dawn” or the “Company”), announces that it has signed a letter granting GGX Gold Corp (GGX) a 60 day exclusivity period to conduct due diligence regarding mineral properties registered to its wholly owned subsidiary, Kettle River Resources Ltd., in the Greenwood mining camp of southern British Columbia. By this letter, GOM is inviting GGX to take the initial steps in a process by which Golden Dawn and GGX will explore, and if mutually agreed terms can be settled, enter into one or more agreements concerning acquisition of all or part of these properties by GGX.

Golden Dawn Minerals Inc. acquired these properties to provide a pipeline of exploration projects that could possibly provide material to feed its 200 tonne per day processing plant and extend the project life beyond that described in the May 5, 2017 PEA report. Golden Dawn is offering GGX an opportunity to partner in this plan.

The Company is also pleased to announce that it has completed the first tranche of the arm’s length private placement (the “Private Placement”) announced on March 18, 2019 and amended as announced on April 9, 2019 and May 2, 2019. The first tranche raised a total of $225,000 from the issuance of 4,500,000 units (each a “Unit”) at a price of $0.05 per Unit. Each Unit consists of one common share (a “Share”) and one warrant (a “Warrant”). Each Warrant entitles the holder to acquire one Share at a price of $0.075 and expires in 60 months. The Company did not pay any finder’s fees or commissions in connection with the Private Placement.

The Company intends to use the proceeds of the Private Placement for ongoing property maintenance, dewatering, security and insurance commitments with respect its Lexington and Golden Crown properties and its Greenwood processing plant, accounting and legal expenses, and for near-term general and administrative expenses.

The Private Placement is subject to the receipt of final approval from the TSX Venture Exchange.

The Shares and Warrants issued under the Private Placement today are subject to a standard hold period of four months and one day, expiring on September 8, 2019, all in accordance with applicable securities laws.

On behalf of the Board of GOLDEN DAWN MINERALS INC.

Per: “Chris Anderson” CHRIS ANDERSON

 

Interim CEO For further information, please contact:

Golden Dawn Minerals Inc. – Corporate Communications:

Tel: (604) 221-8936

Email: allinfo@goldendawnminerals.com

 

Forward-Looking Statement Cautions:

This press release contains certain “forward-looking statements” within the meaning of Canadian securities legislation, including statements regarding the Company’s completion of a proposed Offering and the use of the Offering proceeds. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “aims,” “potential,” “goal,” “objective,” “prospective,” and similar expressions, or that events or conditions “will,” “would,” “may,” “can,” “could” or “should” occur, or are those statements, which, by their nature, refer to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the TSX Venture Exchange, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include insufficient subscriptions to complete all or part of the Offering, the risk that the Company may not be able to secure the required exchange and regulatory approvals for the Offering, particularly in light of its recent announcement that it is delaying the filing of its audited financial statements for the year ended November 30, 2018, and has received a management cease trade order from the BC Securities Commission, the risk of accidents and other risks associated with mineral exploration operations, the risk that the Company will encounter unanticipated geological factors, or the possibility that the Company may not be able to secure permitting and other governmental clearances, necessary to carry out the Company’s exploration plans, and the risk of political uncertainties and regulatory or legal changes in the jurisdictions where the Company carries on its business that might interfere with the Company’s business and prospects. The reader is urged to refer to the Company’s reports, publicly available through the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com for a more complete discussion of such risk factors and their potential effects

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.